Terms and Conditions

Last modified: June 27, 2024

Welcome to Winning Assistants LLC (the “Company,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your use of our website winningassistants.com (the “Site”), as well as any services provided by Winning Assistants LLC, including the use of our virtual assistants (“Services”), and any other media form, media channel, mobile website, or mobile application related or connected thereto. By accessing or using the Site or our Services, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with these Terms, you are prohibited from using or accessing the Site or our Services.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Relationship to Service Agreement

For any user who is also a paying Client and has executed a Service Agreement with Winning Assistants LLC, the terms of that Service Agreement shall prevail in the event of any direct conflict with these Terms of Service. All terms, conditions, guarantees, payment obligations, and restrictions outlined in the Service Agreement and these Terms of Service automatically apply to any additional Virtual Assistant(s) (“VA”) engaged by the Client through Winning Assistants, whether concurrently or at a later date. Each additional VA engagement will be billed separately according to the applicable Subscription Fee and pricing terms.

 

Independent Contractor Status

The Client understands and agrees that the VA is an independent contractor of Winning Assistants and is not, and shall not be deemed, an employee of either the Client or Winning Assistants. The VA is responsible for their own income, taxes, benefits, and insurance. Winning Assistants’; role is limited to recruiting, contracting with, and facilitating payment to the VA on behalf of the client.

 

 

Exclusive Engagement Terms and No Direct Agreements:

Winning Assistants operates under an exclusive engagement model. All Virtual Assistants sourced, presented, or assigned to the Client are independent contractors of Winning Assistants and shall not, at any time, be considered employees, agents, or representatives of the Client. All contractual relationships and payments relating to any VA are exclusively managed through Winning Assistants.

​The Client shall not, directly or indirectly, enter into, request, or require any separate agreement, contract, or understanding with a VA without Winning Assistants’ prior written consent. Any such side agreement, written or verbal, shall be null and void and shall not create any rights, obligations, or liabilities for Winning Assistants. Any attempt to circumvent Winning Assistants by directly or indirectly engaging, contracting with, or compensating a VA outside this Agreement constitutes a material breach, entitling Winning Assistants to seek injunctive relief, recover damages (including any applicable Hiring-Away Fee), and pursue all other legal or equitable remedies.

​The Client further acknowledges that Winning Assistants is not responsible for supervising or directing a VA’s daily work. The Client remains solely responsible for managing tasks, schedules, and access to Client systems. Winning Assistants’ role is limited to recruiting, screening, onboarding, and facilitating the relationship in accordance with this Agreement.

Limitation of Liability and Disclaimer of Warranties

Winning Assistants’ service is limited to sourcing and recruiting virtual assistants. Winning Assistants is not responsible for the work, conduct, acts or omissions of any VA. The Client is solely responsible for the supervision, management, and control of their VA. IN NO EVENT SHALL WINNING ASSISTANTS’; AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE CLIENT IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Winning Assistants disclaims all warranties, express or implied, including the implied warranty of fitness for particular purpose.

 

Indemnification:

Client agrees to indemnify, defend, and hold harmless Winning Assistants LLC, its officers, directors, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with (a) the actions, negligence, or misconduct of the VA; (b) Client’s use, supervision, or direction of the VA; or (c) any data breach or HIPAA violation not directly and solely caused by the gross negligence of Winning Assistants.

 

Client Responsibilities
Supervision & Management: The Client is solely responsible for the day-to-day control, supervision, and management of its VA(s). The Client must ensure that the VA(s) perform their duties as expected.

Training & Onboarding: The Client is solely responsible for providing sufficient training and onboarding to the VA(s) to ensure effective performance.

Standard Operating Procedures (SOPs): The Client must train the VA(s) on the Client’s Standard Operating Procedures (SOPs), systems, and tools necessary for their duties.

Alignment with Mission and Values: The Client is responsible for sharing its mission, vision, and core values with the VA(s) to ensure alignment of work with the Client’s goals.

Meetings: The Client acknowledges Winning Assistants’ strong recommendation to hold weekly (or, if possible, daily) video meetings with the VA(s) for at least the first 30 days after placement to ensure effective communication and performance.

Limitation of Responsibility: The Client acknowledges that Winning Assistants will not manage day-to-day activities, train, supervise, scope, direct, control, or monitor the work performed by a VA. Winning Assistants cannot and shall not accept any responsibility and/or liability of any kind for the VA’s work or its quality.

Actions of VA: The Client agrees that Winning Assistants shall not be responsible for any action or inaction on the part of a VA, whether during the interview stage or after successful hiring.

Candidate Screening:
Winning Assistants will present Virtual Assistant candidates that align with the Client’s specifications as accurately as possible. At it’s discretion, Winning Assistants may conduct preliminary screening such as applications, interviews, reference checks, background screenings, training, device checks, or integrity statements. The Client acknowledges that, regardless of any screening conducted by Winning Assistants, the Client is solely responsible for evaluating the qualifications, suitability, and trustworthiness of any Virtual Assistant during its own interview and hiring process. The decision to hire rests solely with the Client, and Winning Assistants makes no representation or warranty regarding the outcome of its preliminary screening.

Non-Solicitation / Introduced VA
Any VA introduced to the Client, whether verbally or in writing (referred to as “Introduced VA”), will be considered a Winning Assistants VA for twelve (12) months from the date of introduction. If any Introduced VA is hired or otherwise engaged by the Client within this time-frame, the Client shall immediately pay Winning Assistants all fees due under this Agreement. The Client shall not circumvent the Company’s involvement in the hiring process.

Intellectual Property Rights
Unless otherwise indicated, the Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, and slogans mentioned or appearing on the Site are the trademarks of their respective owners.

Client Intellectual Property
The Client is responsible for submitting VA-produced work to third parties and ensuring that the VA(s) create original materials that do not infringe upon any third party’s Intellectual Property Rights. The Client shall ensure that all work products comply with confidentiality, intellectual property, trademark, or other applicable provisions before submitting them to any third party.

Client Work Product
The Client is the sole and exclusive owner of all rights, title, and interest in the materials created by the VA during the VA’s term with the Client.

Recommendations
Winning Assistants may suggest using specific third-party services or software, but the Client is under no obligation to utilize any of these services. The Client acknowledges that their use or non-use of any third-party services is solely the Client’s responsibility.

Data Protection
The Client must protect all confidential information provided by either party and ensure sufficient internet security measures are in place for VA Services, including data protection, anti-spam, and anti-cyber hacking measures. The Client must also implement password protection safeguards to protect work products and information accessible by the VA.

Turnover Event
If a VA decides to disengage with the Client, the Client acknowledges the importance of having processes in place for a smooth turnover upon VA Service termination or replacement. The Client accepts full responsibility for ensuring adequate procedures are in place to support its business in the event of an unexpected VA transition.

Links to Other Websites
Our Site may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

No Warranties; Limitation of Liability
In no event shall the Company, its officers, directors, employees, or agents be liable to the Client for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from:

  • Errors, mistakes, or inaccuracies of content.
  • Personal injury or property damage resulting from your access to and use of our Site.
  • Unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein.
  • Interruption or cessation of transmission to or from our Site.
  • Bugs, viruses, trojan horses, or the like, which may be transmitted to or through our Site by any third party.
  • Errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Site.

This limitation of liability shall apply regardless of the legal theory under which such damages are sought, and even if the Company has been advised of the possibility of such damages.

Winning Assistants shall not be responsible for any action or inaction on the part of a VA, whether during the interview stage or after successful hiring. The Client releases Winning Assistants from any and all liability arising from the actions or inactions of any VA(s).

THE WEBSITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE MAKE NO GUARANTEES THAT THE WEBSITE OR ITS CONTENT WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL WE, OUR AFFILIATES, LICENSORS, OR PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THIS WEBSITE OR ITS CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY, OR THE TOTAL LIABILITY OF OUR AFFILIATES, LICENSORS, OR PARTNERS, FOR ANY CLAIM ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE OR CONTENT EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO US FOR ACCESSING THIS WEBSITE OR MAKING PURCHASES THROUGH IT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification
To the extent allowed by law, the Client releases Winning Assistants from all liability, claims, and damages, known or unknown, arising from any action or inaction by the VA(s).

The Client agrees to defend, indemnify, and hold harmless Winning Assistants and its affiliates from all losses, damages, liabilities, and costs (including attorneys’ fees) arising from the Client’s conduct or the VA’s performance, including any related claims or complaints.

Governing Law
The Client represents, warrants, and covenants that the roles requested to be fulfilled by the VA are legal in the jurisdiction(s) of their operations and do not interfere with the rights of third parties. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

BINDING ARBITRATION

In the event of a dispute arising under or relating to this Agreement, the Content, or the Websites (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules www.adr.org and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 18 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California for purposes of any such action by us.

Introduction/Presentation to Virtual Assistants
Any VA presented to the Client, whether verbally or in writing (referred to as “Introduced VA”), will be considered a Winning Assistants VA for twelve (12) months from the date of introduction. If any Introduced VA is hired or otherwise engaged by the Client within this time-frame, the Client shall immediately pay Winning Assistants all fees due under this Agreement.

Non-Compete Clause
The Client agrees not to create any business that directly competes with Winning Assistants’ provision of virtual assistant services for at least twenty-four (24) months from the effective date of this agreement. This includes sourcing, recruiting, vetting, and presenting VA candidates for potential employment to individuals and/or businesses.

Tax Responsibilities
The Client and VA are responsible for preparing and submitting their own respective taxes, if applicable, related to income derived from this Agreement. Winning Assistants may charge indirect taxes to the Client, such as sales tax, GST, VAT, or similar, only if required by law. The Client shall be responsible for all taxes, fees, and licenses required to employ or contract with the VA.

Reference Sheets and Legal Considerations
The Client may request, and Winning Assistants may provide (but under no circumstances shall be required to provide) templates, samples, and/or other documents, including, but not limited to, generic employment and/or independent contractor agreements (“Reference Sheets”) to assist the Client in evaluating conceptual terms and conditions upon which the Client may consider engaging a VA, whether in an employment, independent contractor, or some other capacity.

The Client acknowledges and agrees that any such Reference Sheets provided by Winning Assistants are:

  1. For reference purposes only.
  2. May or may not include all legally required and/or prudent terms and conditions.
  3. May or may not be appropriate for the type of engagement the Client is considering.
  4. May or may not comply with applicable laws.
  5. Should not be copied, used, or relied upon by the Client without independent counsel from advisors of the Client’s choice.

The Client acknowledges that they are not required to use any Reference Sheets and agrees that there are many considerations to be taken into account when determining how to engage a VA, including the local laws and customs in effect in both the jurisdiction where the Client and the VA are located. Winning Assistants strongly recommends that the Client consult local counsel and/or other advisors to assist in navigating such considerations.

Winning Assistants and its counsel will not render legal, tax, or regulatory advice to the Client. In consideration of the foregoing, the Client waives any and all rights, claims, and/or actions against, as well as releases Winning Assistants from any liability, expense, and/or loss associated with the Client’s use of the Reference Sheets.

Disclosures to Third Parties
The Client assumes all liability, responsibility, and obligation to disclose the nature of its relationship with the VA to any third parties.

Confidentiality
The Client agrees to treat any VA and/or Winning Assistants-provided information with confidentiality.

Confidential Information and Client Responsibility
The Client is solely responsible for any disclosure of confidential information made by the Client to the VA. If the Client decides to disclose any confidential information to the VA, the Client may do so at their own discretion and risk. The Client acknowledges that Winning Assistants does not monitor the activities, messages, or communications between the Client and VA, and is not liable for any violations of Applicable Law resulting from the Client’s direction to any VA.

Verification Responsibility
While Winning Assistants conducts thorough background checks, the Client acknowledges its responsibility to verify each VA’s suitability for a position.

Relationship Acknowledgment
The Client acknowledges that VAs are not employees, partners, representatives, agents, joint venturers, or independent contractors of Winning Assistants.

Work Management
Winning Assistants does not manage, train, supervise, scope, direct, control, or monitor the work performed by a VA and cannot accept any responsibility or liability for such work or its quality.

Payment Responsibility
The Client is responsible for paying their VA directly for the tasks performed (if the “Hiring Away” package is chosen).

Miscellaneous

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly modified by a fully executed Service Agreement between you and us, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Legal Compliance
The Client represents, warrants, and covenants that the roles requested to be fulfilled by the VA are legal in the jurisdiction(s) of their operations and do not interfere with the rights of third parties.

By signing an Agreement with Winning Assistants, you agree to abide by these terms and conditions. If you have any questions or concerns, please don’t hesitate to contact us.

Changes to These Terms
The Company reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

Contact Us
If you have any questions about these Terms, please contact us at:

Winning Assistants LLC
17595 Harvard Avenue, Suite C, Irvine, CA. 92614
success@winningassistants.com

By using our website, you agree to these Terms of Service.